Interpretation. As both parties having had the opportunity to consult with legal counsel, no provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by reason of such party having, or being deemed to have, drafted, devised, or imposed such provision.

Interpretation. As both parties having hadEach Party to this Agreement acknowledges that they have participated in the opportunity to consult with legal counsel,negotiation of this Agreement, and that no provision of this Agreement shall be construed against or interpreted to the disadvantage of any party hereto by any court or any government or judicial authority by reason of such party having, or beingperson having been deemed to have, drafted, devised,have structured, dictated or imposeddrafted such provision.

Section # Interpretation. As bothEach of the parties having hadhereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the opportunity to consultexecution of this Agreement, and that it has executed the same with legal counsel, no provisionthe advice of said counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against or interpreted to the disadvantage of any party by reason of suchits drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party having,that drafted or being deemed to have, drafted, devised, or imposed such provision.prepared it is of no application and is hereby expressly waived by each of the parties hereto.

Interpretation. As both parties having hadThe Parties have participated jointly in the opportunity to consult with legal counsel, nonegotiation and drafting of this Agreement. No provision of this Agreement shallwill be construed againstinterpreted in favor of, or interpretedagainst, any of the Parties to the disadvantage of any partythis Agreement by reason of the extent to which any such party having,Party or being deemedits counsel participated in the drafting thereof or by reason of the extent to have, drafted, devised,which any such provision is inconsistent with any prior draft of this Agreement, and no rule of strict construction will be applied against any Party. This Agreement will not be interpreted or imposed such provision.construed to require any person to take any action, or fail to take any action, if to do so would violate any applicable Law.

Interpretation. As both parties having hadThe Parties hereto have participated jointly in the opportunity to consult with legal counsel, nonegotiation and drafting of this Agreement. No provision of this Agreement shallwill be construed againstinterpreted in favor of, or interpretedagainst, any of the Parties to the disadvantage of any partythis Agreement by reason of the extent to which any such party having,Party or being deemedits counsel participated in the drafting thereof or by reason of the extent to have, drafted, devised,which any such provision is inconsistent with any prior draft of this Agreement, and no rule of strict construction will be applied against any Party hereto. This Agreement will not be interpreted or imposed such provision.construed to require any Person to take any action, or fail to take any action, if to do so would violate any applicable law.

Interpretation. As both parties having hadGiven the full and fair opportunity provided to each party to consult with legal counsel, no provisiontheir respective counsel regarding the terms of this AgreementAgreement, ambiguities shall not be construed against or interpreted to the disadvantage of anyeither party by reasonvirtue of such party having, or being deemed to have, drafted, devised, or imposed suchhaving drafted the subject provision.

Interpretation. As bothThe parties having had the opportunity to consult with legal counsel, no provision ofagree that this Agreement shall be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement therefore shall not be construed against a party or interpreted toparties on the disadvantageground that such party or parties drafted or was more responsible for the drafting of any partysuch provision(s). The parties further agree that they have each carefully read the terms and conditions of this Agreement, that they know and understand the contents and effect of this Agreement and that the legal effect of this Agreement has been fully explained to its satisfaction by reasoncounsel of such party having, or being deemed to have, drafted, devised, or imposed such provision.its own choosing.

Interpretation. AsAmbiguities. This Agreement shall be deemed to have been drafted jointly by both parties havingParties; and ambiguities, if any, shall not be construed against either Party, irrespective of which Party may have actually drafted the ambiguous provision. Each Party has had thean opportunity to consult withindependent legal counsel, no provision ofcounsel in reaching this Agreement shall be construed against or interpreted to the disadvantage of any party by reason of such party having, or being deemed to have, drafted, devised, or imposed such provision.Agreement.

Interpretation. AsEvery provision of this Agreement is the result of full negotiations between the parties, both parties having had theof whom have either been represented by counsel throughout or otherwise been given an opportunity to consult withseek the aid of counsel. Each party hereto further agrees and acknowledges that it is sophisticated in legal counsel,affairs and has reviewed this Agreement in detail. Accordingly, no provision of this Agreement shall be construed in favor of or against or interpreted toany of the disadvantage of any partyparties hereto by reason of the extent to which any such party having, or being deemed to have, drafted, devised,its counsel participated in the drafting thereof. Captions and headings of sections contained in this Agreement are for convenience only and shall not control the meaning, effect, or imposed such provision.construction of this Agreement. Time periods used in this Agreement shall mean calendar periods unless otherwise expressly indicated.

Interpretation. As both parties havingConstruction. Each party to this Agreement has had the opportunity to consult with counsel of its choice and make comments concerning this Agreement. No legal counsel, no provision ofor other presumption against the party drafting this Agreement concerning its construction, interpretation or otherwise shall be construed against or interpretedaccrue to the disadvantagebenefit of any party by reason ofto this Agreement and each party expressly waives the right to assert such party having,a presumption in any proceedings or being deemed to have, drafted, devised,disputes connected with, arising out of, or imposed such provision.involving this Agreement.